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One-stop Company and Business Registration Service
Date of implementation
1.
Q:
When was one-stop company and business registration service implemented?
A:
The Companies Registry and the Inland Revenue Department (IRD) jointly implemented the one-stop company and business registration service on 21 February 2011. For e-incorporation service, please visit the e-Services Portal (https://www.e-services.cr.gov.hk).
Application procedures: general
2.
Q:
What is one-stop company and business registration service?
A:
Under the one-stop service, any person who applies for incorporation of a local company or registration of a non-Hong Kong company under the Companies Ordinance (Cap. 622) will be deemed to have made a simultaneous application for business registration. Upon approval of an application for company incorporation or registration, the Companies Registry will issue the Certificate of Incorporation / Registration and the Business Registration Certificate in one go.
3.
Q:
Is the one-stop company and business registration service applicable to all types of businesses?
A:
No. For other types of business, such as sole-proprietorships, partnership businesses, businesses carried on by other unincorporated bodies of persons and branch, the application for business registration shall be lodged directly with IRD.
4.
Q:
Can a local company or a non-Hong Kong company choose not to use the one-stop company and business registration service and apply for business registration directly with the Business Registration Office of IRD?
A:
Under the one-stop company and business registration regime, applicants for incorporation of a local company or registration of a non-Hong Kong company must apply for "simultaneous business registration" with the Companies Registry unless the company has already registered under the Business Registration Ordinance (Cap. 310).
5.
Q:
Can a local company or a non-Hong Kong company choose not to use the one-stop company and business registration service on the ground that it would be granted exemption from tax under section 88 of Inland Revenue Ordinance (Cap. 112) and thus not required to apply for business registration?
A:
No, the company's obligation to apply for business registration and liability to pay the business registration fee and/or levy is not relieved by any claim that the company would be tax exempt under section 88 of the Inland Revenue Ordinance (Cap. 112). However, if the Commissioner of Inland Revenue is satisfied that the Business Registration Ordinance (Cap. 310) does not apply to the relevant company, the IRD will refund the amount so paid.
6.
Q:
Can a company apply for branch registration using the one-stop company and business registration service?
A:
No, the one-stop company and business registration service is only applicable to main business. The company can submit its application for branch registration by completing a Form 1(d) together with the registration fee and/or levy directly to the Business Registration Office1 at the earliest on the next working day following its date of incorporation/registration. (see example)
12/F, Inland Revenue Centre, 5 Concorde Road, Kai Tak, Kowloon, Hong Kong
7.
Q:
What is the relevant date for determining the business registration fee and levy payable under the one-stop company and business registration regime?
A:
For local companies, the relevant date is the date of application for company incorporation (i.e. the date of submission)
Example 1
On 8 April 2011, a founder member makes an application for company incorporation and submits IRBR1. The subject company is incorporated on 12 April 2011.
The Companies Registry will take 8 April 2011 as the relevant date to determine the business registration fee and levy payable. However, the date of incorporation, i.e. 12 April 2011 will be the start date of the Business Registration Certificate of the subject company.
For non-Hong Kong companies, the relevant date is the date when the place of business in Hong Kong is established or the last anniversary of that date, whichever is the later
Example 2
On 15 May 2011, a non-Hong Kong company establishes a place of business in Hong Kong. The subject company submits its simultaneous business registration application with the Companies Registry on 9 June 2011.
The Companies Registry will take the date when the place of business in Hong Kong is established, i.e. 15 May 2011, as the relevant date to determine the business registration fee and levy payable and as the start date of the company's Business Registration Certificate.
Example 3
On 15 May 2008, a non-Hong Kong company established a place of business in Hong Kong. The subject company did not register with both the Companies Registry and the IRD. On 9 June 2011, the subject company submits its simultaneous business registration application with the Companies Registry.
The Companies Registry will take the last anniversary of the date when the place of business in Hong Kong was established, i.e. 15 May 2011, as the relevant date to determine the business registration fee and levy payable and as the start date of the company's Business Registration Certificate. The IRD will follow up the business registration matters with the subject company for the period from 15 May 2008 to 14 May 2011.
8.
Q:
Is the business registration fee and levy paid refundable if the simultaneous business registration application is not accepted?
A:
Yes, the Companies Registry will notify the applicant of the reason of refusal and refund the business registration fee and levy paid.
Application procedures: local companies
9.
Q:
What are the application procedures for incorporation of a local company under the one-stop company and business registration regime?
A:
The applicant is required to submit:
| (a) | a completed company incorporation form (Form NNC1 or NNC1G) and a copy of the company´s articles of association; |
| (b) | a completed Notice to Business Registration Office (IRBR1) (to indicate if the applicant will elect for a 3-year registration certificate); and |
| (c) | the fees for company incorporation and the business registration fee and levy. |
The applicant is no longer required to complete the prescribed application form for business registration (Form 1(b)).
10.
Q:
Shall a local company notify the Business Registration Office of the commencement of its business?
A:
A local company shall notify the Business Registration Office within one month after commencement of its business of the following:
| (a) | business name (if different from company name); |
| (b) | description and nature of the business; |
| (c) | date of commencement of business; and |
| (d) | business address (if different from registered office address). |
The notification shall be made in writing or by completing the standard form (IRBR200). If a company is in urgent need of a Business Registration Certificate showing the updated particulars, it may submit a completed IRBR200 through Counters 10-12 of the Business Registration Office1 on the next working day following its date of incorporation. (see example)
Please click here for the latest arrangement for counter services of the Business Registration Office.
12/F, Inland Revenue Centre, 5 Concorde Road, Kai Tak, Kowloon, Hong Kong
11.
Q:
Can an applicant submit the company incorporation form (Form NNC1 or NNC1G) and the Notice to Business Registration Office (IRBR1) in different manner, i.e. one by electronic means and the other in paper form?
A:
No, the applicant must deliver both the company incorporation form (Form NNC1 or NNC1G) and the Notice to Business Registration Office (IRBR1) in the same manner to the Companies Registry.
12.
Q:
Can an applicant specifically request a paper Business Registration Certificate even though he submits the application for company incorporation and business registration through electronic means? Is the legal effect of electronic certificates the same as that of paper certificates?
A:
No, both Certificate of Incorporation and Business Registration Certificate will be issued in the form of electronic records (PDF format). Certificates in paper form or electronic form have the same legal effect. You may order a certified copy/duplicate of the Business Registration Certificate at a fee online at GovHK (www.gov.hk/br).
13.
Q:
The Business Registration Certificates issued via the Companies Registry do not contain Payment Instructions at the back. Will this affect their validity?
A:
No. The validity of Business Registration Certificates will not be affected by whether Payment Instructions are printed on the back page of the certificates.
Application procedures: non-Hong Kong companies
14.
Q:
What are the application procedures for registration of a non-Hong Kong company under the one-stop company and business registration regime?
A:
The applicant is required to submit:
| (a) | a completed application for registration as registered non-Hong Kong company (Form NN1); |
| (b) | certified copies of the supporting documents including the company´s certificate of incorporation (or its equivalent) etc.; |
| (c) | a completed Notice to Business Registration Office (IRBR2); and |
| (d) | the fees for registration of a non-Hong Kong company and the business registration fee and levy. |
In the IRBR2, the applicant is required to state whether the non-Hong Kong company has already been registered under the Business Registration Ordinance (Cap. 310):
| (a) | if so, provide its business registration number |
| (b) | if no, indicate whether it elects for a 3-year certificate and provide particulars of the business, namely the business name (if different from its corporate name), description and nature of the business and date of commencement of business. |
The non-Hong Kong company is no longer required to complete the prescribed application form for business registration (Form 1(b)).
Business Registration Certificates
15.
Q:
When will an applicant receive the Business Registration Certificate after making application under the one-stop company and business registration service?
A:
Applications for company incorporation
| (a) | (a) submitted through e-Filing services at the e-Services Portal (https://www.e-services.cr.gov.hk) of the Companies Registry | |
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| (b) | submitted in paper form | |
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Applications for registration of non-Hong Kong company
The Companies Registry will normally issue the Business Registration Certificate and the Certificate of Registration on the 9th working day after the submission date.
16.
Q:
What is the format of Business Registration Certificate?
A:
With effect from 14 February 2011, all Business Registration Certificates, Branch Registration Certificates and renewal notices, whether original or duplicate, for all types of businesses have been issued in plain A4 size paper.
17.
Q:
How can a company display its Business Registration Certificate received by electronic means?
A:
The company can print the Business Registration Certificate from its own printer and display the printed copy at the business address.
18.
Q:
Can a company print the Business Registration Certificate on colour paper for display?
A:
There is no specific restriction under the law on the colour of the paper for printing the Business Registration Certificate. However, the business operator must display the Business Registration Certificate in a legible manner to evidence that its business has already been registered.
Public Search Service
19.
Q:
When will the business registration particulars of a company be available for public search through GovHK?
A:
Normally, the public can search through GovHK the business registration particulars of the company 2 calendar days after the date of the following certificates. (see example)
Local companies
- Certificate of Incorporation
- Certificate of Change of Name
Non-Hong Kong companies
- Certificate of Registration of Non-Hong Kong Company
- Certificate of Registration of Change of Corporate Name of Non-Hong Kong Company
20.
Q:
If a company reports a change of its registered office address and also a change of business address through the e-Services Portal (see Q5 of FAQ - One-stop Notification of Change of Company Particulars Service ), when will the new business address of the company be available for public search through GovHK (www.gov.hk/br)?
A:
Normally, the new business address of the company will be available for public search 2 calendar days after the Companies Registry registers the e-Form NR1 submitted by the company.
21.
Q:
Under the one-stop company and business registration regime, companies are no longer required to complete Form 1(b). How does the Business Registration Office provide the information previously stated on Form 1(b)?
A:
The Business Registration Office will issue an "Application Information Sheet".
For businesses not registered under the one-stop company and business registration regime, for example, sole proprietorship businesses, partnership businesses, and companies already registered under Business Registration Ordinance before 21 February 2011, etc., the Business Registration Office will continue to provide the certified extract of information on Business Register in the existing format, i.e. including a copy of the prescribed form submitted upon application for business registration.